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CSG HOLDING CO., LTD. THE FIRST QUARTER REPORT 2016 Chairman of the Board: ZENG NAN April 2016

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Page 1: THE FIRST QUARTER REPORT 2016 - CSG Holding · 2017-06-09 · CSG HOLDING CO., LTD. The First Quarter Report 2016 3 Other non-operating income and expenditure except for the aforementioned

CSG HOLDING CO., LTD.

THE FIRST QUARTER REPORT 2016

Chairman of the Board:

ZENG NAN

April 2016

Page 2: THE FIRST QUARTER REPORT 2016 - CSG Holding · 2017-06-09 · CSG HOLDING CO., LTD. The First Quarter Report 2016 3 Other non-operating income and expenditure except for the aforementioned

CSG HOLDING CO., LTD. The First Quarter Report 2016

1

Section I Important Notice

Board of Directors and the Supervisory Committee of CSG Holding Co., Ltd. (hereinafter referred

to as the Company) and its directors, supervisors and senior executives hereby confirm that there

are no any fictitious statements, misleading statements, or important omissions carried in this report,

and shall take all responsibilities, individual and/or joint, for the facticity, accuracy and

completeness of the whole contents.

All directors were present the meeting of the Board for deliberating the First Quarter Report of the

Company in person.

Mr. Zeng Nan, Chairman of the Board, CFO Mr. Luo Youming and principal of the financial

department Mr. Ding Jiuru confirm that the Financial Report enclosed in the First Quarter Report

2016 is true, accurate and complete.

This report is prepared both in Chinese and English. Should there be any inconsistency between the

Chinese and English versions, the Chinese version shall prevail.

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CSG HOLDING CO., LTD. The First Quarter Report 2016

2

Section II Main accounting data and Changes in Shareholders

I. Main accounting data and indices

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting

error correction or not

□Yes √ No

The 1st quarter of 2016 The 1st quarter of 2015 Percentage of change (%)

Operating income (RMB) 1,949,421,848 1,539,206,800 26.65%

Net profit attributable to shareholders of

the listed company(RMB) 204,835,467 82,201,310 149.19%

Net profit attributable to shareholders of

the listed company after deducting

non-recurring gains and losses(RMB)

192,098,876 29,979,957 540.76%

Net cash flow arising from operating

activities(RMB) 319,915,324 37,738,405 747.72%

Basic earnings per share (RMB/Share) 0.10 0.04 150%

Diluted earnings per share (RMB/Share) 0.10 0.04 150%

Weighted average ROE (%) 2.57% 0.98% Increased 1.59

percentage points

31 March 2016 31 December 2015 Percentage of change (%)

Total assets (RMB) 15,205,208,277 15,489,600,160 -1.84%

Net assets attributable to shareholder of

listed company(RMB) 8,078,112,020 7,874,310,997 2.59%

Items and amounts of extraordinary profit (gains)/losses

√Applicable □ Not applicable

Unit: RMB

Item

Amount from beginning of

the year to the end of the

report period

Note

Gains/losses from the disposal of non-current asset (including the

write-off that accrued for impairment of assets) 216,691

Governmental subsidy reckoned into current gains/losses (not

including the subsidy enjoyed in quota or ration according to

national standards, which are closely relevant to enterprise’s

business)

13,650,894

Page 4: THE FIRST QUARTER REPORT 2016 - CSG Holding · 2017-06-09 · CSG HOLDING CO., LTD. The First Quarter Report 2016 3 Other non-operating income and expenditure except for the aforementioned

CSG HOLDING CO., LTD. The First Quarter Report 2016

3

Other non-operating income and expenditure except for the

aforementioned items 1,126,971

Other gains/losses satisfied definition of extraordinary profit

(gains)/loss --

Less: Impact on income tax 2,257,965

Impact on minority shareholders’ equity (post-tax) --

Total 12,736,591 --

Explain reasons for the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for

Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss

according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies

Offering Their Securities to the Public --- Extraordinary Profit/loss

□Applicable √Not applicable

It did not exist that items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A

Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss.

II. Total of shareholders at the end of the report period and particulars about the shares held by the top ten shareholders

1. Total of shareholders at the end of the report period and particulars about the shares held by the top ten shareholders

Unit: Share

Total of shareholders at the end of the report period 149,329

Particulars about shares held by the top ten shareholders

Name of shareholder Nature of

shareholder

Proportion

of shares

held (%)

Amount of

shares held

Amount of

restricted

shares

held

Number of share

pledged/frozen

Share status Amoun

t

Foresea Life Insurance Co., Ltd. – Haili Niannian

Domestic non

state-owned legal

person

14.10% 292,612,866 0

Foresea Life Insurance Co., Ltd. – universal

insurance products

Domestic non

state-owned legal

person

3.92% 81,405,744 0

China Northern Industries Corporation State-owned legal

person 3.62% 75,167,934 0

Shenzhen Jushenghua Co., Ltd.

Domestic non

state-owned legal

person

2.87% 59,552,120 0

Foresea Life Insurance Co., Ltd. –own fund Domestic non 2.15% 44,519,788 0

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CSG HOLDING CO., LTD. The First Quarter Report 2016

4

state-owned legal

person

Central Huijin Investment Ltd. State-owned legal

person 1.92% 39,811,300 0

Shen International Holdings (Shenzhen) Co., Ltd.

Domestic non

state-owned legal

person

1.78% 37,040,200 0

China Galaxy International Securities (H.K.) Co.,

Ltd.

Foreign legal

person 1.38% 28,685,412 0

China Merchants Securities Hong Kong Co., Ltd. State-owned legal

person 1.35% 27,996,704 0

China Securities Finance Corporation

Domestic non

state-owned legal

person

1.27% 26,357,447 0

Particular about top ten shareholders with un-restrict shares held

Shareholders’ name Amount of un-restrict shares

held at Period-end

Type of shares

Type Amount

Foresea Life Insurance Co., Ltd. – Haili Niannian 292,612,866 RMB ordinary shares 292,612,866

Foresea Life Insurance Co., Ltd. – universal insurance

products 81,405,744 RMB ordinary shares 81,405,744

China Northern Industries Corporation 75,167,934 RMB ordinary shares 75,167,934

Shenzhen Jushenghua Co., Ltd. 59,552,120 RMB ordinary shares 59,552,120

Foresea Life Insurance Co., Ltd. –own fund 44,519,788 RMB ordinary shares 44,519,788

Central Huijin Investment Ltd. 39,811,300 RMB ordinary shares 39,811,300

Shen International Holdings (Shenzhen) Co., Ltd. 37,040,200 RMB ordinary shares 37,040,200

China Galaxy International Securities (H.K.) Co., Ltd. 28,685,412 Domestically listed

foreign shares 28,685,412

China Merchants Securities Hong Kong Co., Ltd. 27,996,704 Domestically listed

foreign shares 27,996,704

China Securities Finance Corporation 26,357,447 RMB ordinary shares 26,357,447

Statement on associated relationship or consistent action

among the above shareholders:

Among shareholders as listed above, Foresea Life Insurance Co.,

Ltd.-Haili Niannian, Foresea Life Insurance Co., Ltd.-universal

insurance products, Foresea Life Insurance Co., Ltd.-own fund are all

held by Foresea Life Insurance Co., Ltd.. Shenzhen Jushenghua Co.,

Ltd. is a related legal person of Foresea Life Insurance Co., Ltd. and

Chengtai Group Co., Ltd., another related legal person of Foresea Life

Insurance Co., Ltd, which held 27,625,299 shares via China Galaxy

International Securities (H.K.) Co., Ltd.

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CSG HOLDING CO., LTD. The First Quarter Report 2016

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Except for the above-mentioned shareholders, It is unknown whether

other shareholders belong to related party or have associated relationship

regulated by the Management Regulation of Information Disclosure on

Change of Shareholding for Listed Companies.

Explanation on shareholders involving margin business

(if applicable)

The Company’s shareholder, Shenzhen Jushenghua Co., Ltd., held

59,552,120 shares in total with 0 share in its general account and

59,552,120 shares via the client credit trading guarantee account of

China Galaxy Securities Co., Ltd. There was no change of shares held

by Shenzhen Jushenghua Co., Ltd. during the report period.

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held had a buy-back agreement

dealing in the report period

□ Yes √ No

The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company had no buy-back

agreement dealing in the report period.

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CSG HOLDING CO., LTD. The First Quarter Report 2016

6

Section III Important Events

I. Particulars and explanations about significant changes in main accounting statement and financial indexes

√Applicable □ Not applicable

Unit: RMB 0,000

Note 31 March 2016 31 December 2015 Amount of change Percentage of change

Monetary capital (1) 24,571 57,883 -33,312 -58%

Notes receivable (2) 25,111 45,355 -20,244 -45%

Accounts receivable (3) 60,286 45,296 14,990 33%

Long-term receivables (4) 10,227 5,010 5,217 104%

Employees’ wage payable (5) 10,724 17,054 -6,330 -37%

Tax payable (6) 7,975 11,983 -4,008 -33%

Interest payable (7) 11,904 8,936 2,968 33%

Non-current liability due in

1 year (8) 14,100 23,900 -9,800 -41%

Minority equity (9) 0 308 -308 -100%

Note Jan.-Mar.2016 Jan.-Mar.2015 Amount of change Percentage of change

Income tax expenses (10) 2,756 127 2,629 2070%

Net profit (11) 20,484 8,981 11,503 128%

Other comprehensive

income after tax (12) -13 5,953 -5,966 -100%

Note:

(1)Monetary capital decreased mainly because the cash received from selling the shares of Golden Glass in December of last year

increased.

(2)Notes receivable decreased mainly because some subsidiaries changed the terms of payment and collection of matured bills.

(3)Accounts receivable increased mainly because the payback period of centralized delivery of architectural glass goods after the

Spring Festival has not been due.

(4) Long-term receivables increased mainly because the finance lease receivables of Shenzhen CSG Display Technology Co., Ltd.

increased.

(5) Employees’ wage payable decreased mainly because the year-end bonus for employees accrued at the end of last year was paid in

the report period.

(6) Tax payable decreased mainly because tax for selling shares of Golden Glass in Dec. 2015 was paid in the report period.

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CSG HOLDING CO., LTD. The First Quarter Report 2016

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(7) Interest payable increased mainly because payment for short-term financing bills, ultra-short-term financing bills and medium

term notes has not been paid for they were not due yet.

(8)Non-current liability due in 1 year decreased mainly because part of the borrowing has been repaid in the report period.

(9) Minority equity decreased mainly because minority equity was bought back and the balance in previous period was low.

(10) Income tax expenses increased mainly because profit increased in the report period.

(11) Net profit increased mainly because earnings of solar PV industry significantly increased.

(12) Other comprehensive income after tax decreased mainly because the Company’ available-for-sale financial assets of last year

has been sold out.

II. Analysis and explanation of the progress of significant events and their influence and

solutions

√Applicable □ Not applicable

1. Plan of non-public offering of A-share

Summary of item Interim announcement Disclosu

re date

Disclosure

website

Proposals of non-public offering of A-share to specific

investors etc. were deliberated and approved by the interim

meeting of the 7th session of the Board on 22 April 2015.

The Company planned to exercise equity financing by

means of non-public offering of A-share. The total amount

of non-public offering of A-share was 179,977,502 shares,

112,485,939 shares of which was specifically issued to

Foresea Life Insurance Co., Ltd. with one billion yuan in

cash , and 67,491,563 shares of which was specifically

issued to China Northern Industries Corporation with 0.6

billion yuan in cash.

The A shares subscribed by China Northern Industries

Corporation and Foresea Life Insurance Co., Ltd. in this

plan are not allowed to be transferred within 36 months

from the listing date.

Pricing benchmark is the announcement day of board

resolution for this issue. The offering price is RMB

8.89/share, no less than 90% of the average trading price of

20 trading days before pricing benchmark. Offering price

will be adjusted if issues such as dividends, bonus shares,

capital reserve and other ex dividend issues occurred before

offering.

"Announcement of the interim meeting

resolution of the seventh board of directors"

"Announcement of the interim meeting

resolution of the seventh board of

supervisors"

"Non-public offering of A-share plan"

" Feasibility Analysis Report about the

raised fund use of Non-public offering of

A-share"

"Announcement of related transactions

involved in non-public offering of A-share"

"Indicative announcement of changes in

shareholders' equity"

"Report about the use of previous raised

funds"

"Valid share subscription agreement subject

to conditions between the Company and

Foresea Life Insurance Co., Ltd."

"Valid share subscription agreement subject

to conditions between the company and

China Northern Industries Corporation"

2015-4-

23

Juchao website

(http://www.cni

nfo.com.cn)

Announcement

No.: 2015-019

2015-020

2015-021

2015-022

Proposal of adjusting period of validity for the resolution of

the non-public offering of A-share plan and period of

validity which the general meeting of shareholders

authorized the Board to deal with all the specific issues

"Announcement of the interim meeting

resolution of the seventh board of directors"

"Announcement of the interim meeting

resolution of the seventh board of

2015-6-

16

Juchao website

(http://www.cni

nfo.com.cn)

Announcement

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CSG HOLDING CO., LTD. The First Quarter Report 2016

8

associated with the non-public offering of A-share was

deliberated and approved by the interim meeting of the 7th

Board of Directors on 15 June 2015.The Board agreed to

adjust period of validity for the resolution of the non-public

offering of A-share plan and adjust period of validity which

the general meeting of shareholders authorized the Board to

deal with all the specific issues associated with the

non-public offering of A-share. The period of validity

changed to 12 months commencing from the date on which

the relevant resolution is approved at general meeting

instead of the original 18 months commencing from that

date.

supervisors"

"Report about the use and authentication of

the previous raised funds "

No.: 2015-033

2015-035

Relevant items of the non-public offering of A-share had

been considered and approved at the first extraordinary

general meeting of shareholders in 2015 convened by the

Company on 2 July 2015.

" Announcement of the resolution of the

first extraordinary general meeting of

shareholders in 2015"

2015-7-

3

Juchao website

(http://www.cni

nfo.com.cn)

Announcement

No.: 2015-038

Application for non-public offering of A-share was

accepted by China Securities Regulatory Commission

"Announcement of the acceptance of

application for non-public offering of

A-share by China Securities Regulatory

Commission "

2015-8-

18

Juchao website

(http://www.cni

nfo.com.cn)

Announcement

No.: 2015-046

The Company’s non-public offering of A-share received

"Notice about review and feedback to administrative

permissive projects from China Securities Regulatory

Commission"

"Announcement of receipt of ‘Notice

about review and feedback to administrative

permissive projects from China Securities

Regulatory Commission’ "

2015-11

-13

Juchao website

(http://www.cni

nfo.com.cn)

Announcement

No.: 2015-058

Reply to feedback of the Company’s application documents

for non-public offering of A-share

"Announcement of the reply to feedback of

the Company’s application documents for

non-public offering of A-share "

"Commitment about not reducing holding

shares by Foresea Life Insurance Co., Ltd."

" Commitment about not reducing holding

shares by China North Industries

Corporation"

2015-12

-8

Juchao website

(http://www.cni

nfo.com.cn)

Announcement

No.: 2015-059

The 13th meeting of the seventh board of directors of the

Company deliberated and approved the proposal of diluting

the immediate return because of non-public offering of

shares and measures to mitigate the influence as well as the

proposal of the directors and senior management

personnel’s commitments about diluting the immediate

"Announcement of the resolution of the 13th

meeting of the seventh board of directors"

"Announcement of diluting the immediate

return because of non-public offering of

shares and measures to mitigate the

influence as well as the relevant personnel’s

2016-4-

16

Juchao website

(http://www.cni

nfo.com.cn)

Announcement

No.: 2016-018

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CSG HOLDING CO., LTD. The First Quarter Report 2016

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return because of non-public offering of shares and

measures to mitigate the influence. The Company analyzed

the impact of immediate return dilution of the non-public

offering of shares, put forward the specific measures to

mitigate the influence, and relevant personnel of the

Company made commitments to effectively fulfill the

measures for filling in return.

commitments"

"Announcement of the commitments about

diluting the immediate return because of

non-public offering of shares and measures

to mitigate the influence which were made

by the relevant personnel of CSG Holding

Co., Ltd.

2016-019

2016-020

The item of non-public offering of A-share is still subject to approval from China Securities Regulatory Commission and other

related authorities.

2. Ultra-short-term financing bills

On 10 December 2014, the First Extraordinary Shareholders’ General Meeting 2014 of CSG Holding Co., Ltd deliberated and

approved the proposal of application for registration and issuance of ultra-short-term financing bills with registered capital of RMB 4

billion at most and validity within 2 years. On 21 May 2015, National Association of Financial Market Institutional Investors

(NAFMII) held the 32nd registration meeting of 2015, in which NAFMII decided to accept the registration of the Company’s

ultra-short-term financing bills, amounting to RMB 4 billion and valid for two years. China Merchants Bank Co., Ltd., Shanghai

Pudong Development Bank Co., Ltd., Industrial Bank Co., Ltd., China CITIC Bank Co., Ltd. and China Agriculture Bank Co., Ltd.

were joint lead underwriters of these ultra-short-term financing bills, which could be issued by stages within period of validity of the

registration. On 12 June 2015, the Company issued the first batch of ultra-short-term financing bills for the year of 2015 with total

amount of RMB 0.8 billion and valid term of 270 days at the issuance rate of 4.25%, which was redeemed on 11 March 2016. On 13

October 2015, the Company issued the second batch of ultra-short-term financing bills for the year of 2015 with total amount of

RMB 1.1 billion and valid term of 270 days at the issuance rate of 3.81%, which will be redeemed on 11 July 2016. On 10 March

2016, the Company issued the first batch of ultra-short-term financing bills for the year of 2016 with total amount of RMB 0.8 billion

and valid term of 270 days at the issuance rate of 3.15%, which will be redeemed on 6 December 2016.

For details, please refer to www.chinabond.com.cn and www.chinamoney.com.cn.

3. Perpetual bonds

On 23 March 2016, the 12th meeting of the seventh board of directors of CSG Holding Co., Ltd. deliberated and approved the

proposal of application for registration and issuance of perpetual bonds, and agreed the Company to register and issue perpetual

bonds with total amount of RMB 3.1 billion which could be issued by several times within the validity period of registration

according to the Company’s actual demand for funds and the capital status of inter-bank market. Details can be found in

"Announcement of the resolution of the 12th meeting of the seventh board of directors", the announcement number of which is

2016-009. The above proposal was deliberated and approved by 2015 annual general meeting of shareholders held on April 15, 2016.

4. Medium-term notes

On 23 March 2016, the 12th meeting of the seventh board of directors of CSG Holding Co., Ltd. deliberated and approved the

proposal of application for registration and issuance of medium-term notes, and agreed the Company to register and issue

medium-term notes with total amount of RMB 0.8 billion which could be issued by several times within the validity period of

registration according to the Company’s actual demand for funds and the capital status of inter-bank market. Details can be found in

"Announcement of the resolution of the 12th meeting of the seventh board of directors", the announcement number of which is

2016-009. The above proposal was deliberated and approved by 2015 annual general meeting of shareholders held on April 15, 2016.

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CSG HOLDING CO., LTD. The First Quarter Report 2016

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5. Progress of PV power plant project

On 11 January 2016, the 11th meeting of the seventh board of directors of CSG Holding Co., Ltd. deliberated and approved the

proposal of investment project of PV power plant. The Company plans to invest in the construction of PV power plants during

2016-2017 with total investment amount of RMB 1.5 billion, 200MW of which will be self-built by Shenzhen CSG PV Energy Co.,

Ltd., a wholly-owned subsidiary of the Company. 140MW will be built by cooperating with Kibing Group with total investment

amount of about RMB 1 billion. Details can be found in "Announcement of the resolution of the 12th meeting of the seventh board of

directors", the announcement number of which is 2016-006. On 15 January 2016, the Company and Kibing Group jointly set up

Zhangzhou CSG and Qibin PV Energy Co., Ltd. which engaged in solar power plant development business, and the registered capital

was RMB 150 million, 112.5 million of which was subscribed by CSG, accounting for 75% of the registered capital. On 1 February

2016, Xianning CSG PV power plant project was formally contracted which planned to invest in the construction of PV surface

power plant in Xianning.

III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period.

√Applicable □ Not applicable

Commitments Promisee Type of

commitments Content of commitments Commit-m

ent date Commit- ment term

Implement- ation

Commitments

for

Share Merger

Reform

The original

non-tradable

shareholder

Shenzhen

International

Holdings (SZ)

Limited and Xin

Tong Chan

Industrial

Development

(Shenzhen) Co.,

Ltd.

Commitment

of share

reduciton

The Company has implemented share

merger reform in May 2006. Till June

2008, the share of the original

non-tradable shareholders which

holding over 5% total shares of the

Company had all released. Therein, the

original non-tradable shareholder

Shenzhen International Holdings (SZ)

Limited and Xin Tong Chan Industrial

Development (Shenzhen) Co., Ltd. both

are wholly-funded subsidiaries to

Shenzhen International Holdings

Limited (hereinafter Shenzhen

International for short) listed in Hong

Kong united stock exchange main

board. Shenzhen International made

commitment that it would strictly carry

out related regulations of Securities

Law, Administration of the Takeover of

Listed Companies Procedures and

Guiding Opinions on the Listed

Companies’ Transfer of Original Shares

Released from Trading Restrictions

issued by CSRC during implementing

share decreasingly-held plan and take

2006-5-22 N/A

By the end of

the report

period, the

above

shareholders

of the

Company had

strictly carried

out their

promises.

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CSG HOLDING CO., LTD. The First Quarter Report 2016

11

information disclosure responsibility

timely.

Commitments in

report of

acquisition or

equity change

Foresea Life

Insurance Co.,

Ltd,, Shenzhen

Jushenghua Co.,

Ltd. and Chengtai

Group Co., Ltd.

Commitment of horizontal

competition,

affiliate

Transaction

and

capital occupation

Foresea Life Insurance Co., Ltd.,

Shenzhen Jushenghua Co., Ltd. and

Chengtai Group Co., Ltd. issued

detailed report of equity change on 29

June 2015, in which, they undertook to

keep independent from CSG in aspects

of personnel, assets, finance,

organization set-up and business as long

as Foresea Life Insurance remained the

largest shareholder of CSG. Meanwhile,

they made commitment on regularizing

related transaction and avoiding

industry competition.

2015-6-29

During

the period

when

Foresea

Life

remains

the largest

sharehold

er of the

Company

By the end of

the report

period, the

above

shareholders

of the

Company had

strictly carried

out their

promises.

Commitments in

assets

reorganization

Commitments in

initial public

offering or

re-financing

Foresea Life

Insurance Co.,

Ltd., China North

Industries

Corporation

Commitment

of share

reduciton

The Company’s shareholders, Foresea

Life Insurance Co., Ltd.and China

North Industries Corporation, made

commitments that they would not

reduce CSG's shares within six months

after private placement of CSG from

Nov. 25, 2015.

2015-11-2

5

within six

months

after

private

placement

of CSG

from

Nov. 25,

2015

By the end of

the report

period, the

above

shareholders

of the

Company had

strictly carried

out their

promises.

Equity incentive

commitment

Other commitments for medium and small shareholders

Foresea Life

Insurance Co.,

Ltd., China North

Industries

Corporation

Commitment

of share

reduciton

The Company’s shareholders, Foresea

Life Insurance Co., Ltd.and China

North Industries Corporation, made

commitments that they would not

reduce CSG's shares within six months

after private placement of CSG from

July 15, 2015.

2015-07-1

5

within six

months

after

private

placement

of CSG

from July

15, 2015

By the end of

the report

period, the

above

shareholders

of the

Company had

strictly carried

out their

promises.

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CSG HOLDING CO., LTD. The First Quarter Report 2016

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Completed on

time(Y/N) Yes

If the

commitments is

not fulfilled on

time, explain the

reasons and the

next work plan

Not applicable

IV. Predict of the business performance from January to June 2016

Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be

loss or have great changes comparing with the same period of last year

□Applicable √ Not applicable

V. Securities Investment

□ Applicable √ Not applicable

There was no securities investment in the report period.

VI. Derivative investment

□ Applicable √ Not applicable

There was no derivative investment in the report period.

VII. Registration form for receiving research, communication and interview in the report period

√Applicable □ Not applicable

Time Way Type Basic information index of investigation

2016-2-23 Field research Institute Details can be found in the Record Chart of the Investor Relation Activity disclosed on

Juchao website(www.cninfo.com.cn) on 24 February 2016.

2016-3-30 Field research Institute Details can be found in the Record Chart of the Investor Relation Activity disclosed on

Juchao website(www.cninfo.com.cn) on 30 March 2016.

VIII. Illegal external guarantee

□ Applicable √ Not applicable

IX. Particular about non-operating fund of listed company which is occupied by controlling shareholder and its affiliated enterprises

□ Applicable √ Not applicable

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Section IV Financial Report

I. Financial Statements

I. Financial Statements

Prepared by CSG Holding Co., Ltd.

Unit: RMB

Items Ending balance Beginning balance

Current asset:

Monetary capital 245,712,194 578,834,520

Settlement provision

Outgoing call loan

Financial assets measured at fair value

of which changes are recorded in

current profits and losses

Derivative financial assets

Notes receivable 251,114,039 453,546,538

Account receivable 602,855,652 452,961,612

Prepayment 135,408,997 109,841,295

Insurance receivable

Reinsurance receivable

Provisions of Reinsurance contracts

receivable

Interest receivable

Dividend receivable

Other account receivable 124,455,153 116,224,370

Repurchasing of financial assets

Inventories 403,671,651 350,425,732

Assets held for sale

Non-current asset due in 1 year

Other current asset 101,990,100 118,359,117

Total of current asset 1,865,207,786 2,180,193,184

Non-current assets

Disburse of consigned loans

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Available-for-sale financial asset

Expired investment in possess

Long-term receivable 102,269,800 50,104,299

Long-term share equity investment 680,249,715 668,210,253

Investment real estates

Fixed assets 10,301,826,428 10,199,674,929

Construction in process 1,201,808,989 1,339,340,780

Engineering goods

Fixed asset disposal

Production physical assets

Gas & petrol

Intangible assets 836,800,889 846,238,811

R&D expense 26,526,375 26,280,426

Goodwill 3,039,946 3,039,946

Long-term amortizable expenses 1,342,611 1,597,865

Differed income tax asset 102,685,426 110,336,216

Other non-current asset 83,450,312 64,583,451

Total of non-current assets 13,340,000,491 13,309,406,976

Total of assets 15,205,208,277 15,489,600,160

Current liabilities

Short-term loans 3,031,519,183 3,216,326,670

Loan from Central Bank

Deposit received and hold for others

Call loan received

Financial liabilities measured at fair

value of which changes are recorded in

current profits and losses

Derivative financial liabilities

Notes payable 8,000,000 8,000,000

Account payable 839,922,441 915,266,051

Prepayment received 106,731,013 117,434,636

Selling of repurchased financial assets

Fees and commissions receivable

Employees’ wage payable 107,236,160 170,539,613

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Tax payable 79,753,343 119,826,177

Interest payable 119,039,823 89,363,806

Dividend payable

Other account payable 106,144,437 143,021,055

Reinsurance fee payable

Insurance contract provision

Entrusted trading of securities

Entrusted selling of securities

Liabilities held for sale

Non-current liability due in 1 year 141,000,000 239,000,000

Other current liability 300,000 300,000

Total of current liability 4,539,646,400 5,019,078,008

Non-current liabilities

Long-term borrowings 1,200,000,000 1,200,000,000

Bond payable 1,000,000,000 1,000,000,000

Of which: preferred shares

Perpetual bonds

Long-term payable

Long-term payroll payables

Special payable

Anticipated liabilities

Deferred income 378,226,610 383,599,103

Differed income tax liability 9,223,247 9,531,572

Other non-recurring liabilities

Total of non-current liabilities 2,587,449,857 2,593,130,675

Total of liability 7,127,096,257 7,612,208,683

Owners’ equity (or shareholders’

equity)

Capital paid in (or share capital) 2,075,335,560 2,075,335,560

Other equity instruments

Of which: preferred shares

Perpetual bonds

Capital reserves 1,260,299,935 1,261,391,272

Less: Shares in stock

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Other comprehensive income 2,838,925 2,967,772

Special reserves 15,623,238 15,437,498

Surplus reserves 881,972,330 881,972,330

Common risk provision

Retained profit 3,842,042,032 3,637,206,565

Total of owner’s equity belong to the

parent company 8,078,112,020 7,874,310,997

Minor shareholders’ equity 3,080,480

Total of owners’ equity (or

shareholders’ equity) 8,078,112,020 7,877,391,477

Total of liability and shareholders’

equity (or owners’ equity) 15,205,208,277 15,489,600,160

Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Ding Jiuru

2. Balance Sheet of the Parent Company

Unit: RMB

Items Ending balance Beginning balance

Current asset:

Monetary capital 122,749,686 395,798,393

Financial assets measured at fair value

of which changes are recorded in

current profits and losses

Derivative financial assets

Notes receivable

Account receivable

Prepayment 492,191 492,191

Interest receivable

Dividend receivable

Other account receivable 4,501,543,794 4,283,715,036

Inventories

Assets held for sale

Non-current asset due in 1 year

Other current asset

Total of current asset 4,624,785,671 4,680,005,620

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Non-current assets

Available-for-sale financial asset

Expired investment in possess

Long-term receivable 2,173,645,000 2,139,873,923

Long-term share equity investment 4,374,031,988 4,337,777,738

Investment real estates

Fixed assets 29,360,287 30,806,106

Construction in process

Engineering goods

Fixed asset disposal

Production physical assets

Gas & petrol

Intangible assets 1,651,087 1,762,037

R&D expense

Goodwill

Long-term amortizable expenses 670,680 894,241

Differed income tax asset

Other non-current asset

Total of non-current assets 6,579,359,042 6,511,114,045

Total of assets 11,204,144,713 11,191,119,665

Current liabilities

Short-term loans 2,900,000,000 2,900,000,000

Financial liabilities measured at fair

value of which changes are recorded in

current profits and losses

Derivative financial liabilities

Notes payable

Account payable

Prepayment received

Employees’ wage payable 19,303,054 38,240,000

Tax payable 10,799,626 39,469,245

Interest payable 64,960,791 79,906,647

Dividend payable

Other account payable 245,866,978 295,421,165

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Liabilities held for sale

Non-current liability due in 1 year 141,000,000 239,000,000

Other current liability

Total of current liability 3,381,930,449 3,592,037,057

Non-current liabilities

Long-term borrowings 1,200,000,000 1,200,000,000

Bond payable 1,000,000,000 1,000,000,000

Of which: preferred shares

Perpetual bonds

Long-term payable

Long-term payroll payables

Special payable

Anticipated liabilities

Deferred income 10,166,610 10,543,800

Differed income tax liability

Other non-recurring liabilities

Total of non-current liabilities 2,210,166,610 2,210,543,800

Total of liability 5,592,097,059 5,802,580,857

Owners’ equity (or shareholders’

equity)

Capital paid in (or share capital) 2,075,335,560 2,075,335,560

Other equity instruments

Of which: preferred shares

Perpetual bonds

Capital reserves 1,404,984,933 1,404,803,407

Less: Shares in stock

Other comprehensive income

Special reserves

Surplus reserves 896,517,690 896,517,690

Retained profit 1,235,209,471 1,011,882,151

Total of owners’ equity (or

shareholders’ equity) 5,612,047,654 5,388,538,808

Total of liability and shareholders’

equity (or owners’ equity) 11,204,144,713 11,191,119,665

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3. Consolidated Income Statement

Unit: RMB

Items Balance of this period Balance of last period

I. Total revenue 1,949,421,848 1,539,206,800

Incl. Business income 1,949,421,848 1,539,206,800

Interest income

Insurance fee earned

Fee and commission received

II. Total business cost 1,743,978,936 1,483,814,575

Incl. Business cost 1,436,818,441 1,219,078,366

Interest expense

Fee and commission paid

Insurance discharge payment

Net claim amount paid

Net insurance policy reserves provided

Insurance policy dividend paid

Reinsurance expenses

Business tax and surcharge 10,040,837 5,465,909

Sales expense 59,556,544 65,898,919

Administrative expense 169,343,405 133,870,454

Financial expenses 64,997,957 56,173,221

Asset impairment loss 3,221,752 3,327,706

Plus: gains from change of fair value

(“-“for loss)

Investment gains (“-“ for loss) 11,958,319 16,725,566

Incl. Investment gains from affiliates

Exchange gains (“-“ for loss)

III. Operational profit (“-“ for loss) 217,401,231 72,117,791

Plus: non-operational income 15,411,111 18,971,646

Including: Gains on disposal of

non-current assets 225,914 2,854,584

Less: non-operational expenditure 416,555 13,059

Incl. Loss from disposal of non-current

assets 9,223 7,282

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IV. Gross profit (“-“ for loss) 232,395,787 91,076,378

Less: Income tax expenses 27,560,320 1,265,071

V. Net profit (“-“ for net loss) 204,835,467 89,811,307

Net profit attributable to the owners of

parent company 204,835,467 82,201,310

Minor shareholders’ equity 0 7,609,997

VI. After-tax net amount of other

comprehensive incomes -128,847 59,528,906

After-tax net amount of other

comprehensive incomes attributable to

owners of the Company

-128,847 59,749,912

(I) Other comprehensive incomes that

will not be reclassified into gains and

losses

1. Changes in net liabilities or assets with

a defined benefit plan upon

re-measurement

2. Enjoyable shares in other

comprehensive incomes in investees that

cannot be reclassified into gains and

losses under the equity method

(II) Other comprehensive incomes that

will be reclassified into gains and losses -128,847 59,749,912

1. Enjoyable shares in other

comprehensive incomes in investees that

will be reclassified into gains and losses

under the equity method

2. Gains and losses on fair value changes

of available-for-sale financial assets 60,138,670

3. Gains and losses on reclassifying

held-to-maturity investments into

available-for-sale financial assets

4. Effective hedging gains and losses on

cash flows

5. Foreign-currency financial statement

translation difference -128,847 -388,758

6. Other

After-tax net amount of other

comprehensive incomes attributable to -221,006

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minority shareholders

VII. Total comprehensive incomes 204,706,620 149,340,213

Attributable to owners of the Company 204,706,620 141,951,222

Attributable to minority shareholders 7,388,991

VIII. Earnings per share

(I) Basic earnings per share 0.10 0.04

(II) Diluted earnings per share 0.10 0.04

Legal Representative:Zeng Nan CFO:Luo Youming Manager of the financial department:Ding Jiuru

4. Income Statement of the Parent Company

Unit: RMB

Items Balance of this period Balance of last period

I. Turnover 1,077,394 0

Less: Operation cost 60,334 0

Business tax and surcharge

Sales expense

Administrative expense 25,162,566 7,070,729

Financial expenses 4,988,307 32,205,941

Asset impairment loss 581 2,168

Plus: gains from change of fair value

(“-“ for loss)

Investment gains (“-“ for loss) 252,072,724 18,173,520

Incl. Investment gains from affiliates

II. Operational profit (“-“ for loss) 222,938,330 -21,105,318

Plus: Non business income 388,990 790,176

Including: Gains on disposal of

non-current assets 1,800

Less: Non-business expenses

Incl. Loss from disposal of non-current

assets

III. Total profit (“-“ for loss) 223,327,320 -20,315,142

Less: Income tax expenses -13,277,740

IV.Net profit (“-“ for net loss) 223,327,320 -7,037,402

V. After-tax net amount of other 59,392,364

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comprehensive incomes

(I) Other comprehensive incomes that

will not be reclassified into gains and

losses

1. Changes in net liabilities or assets

with a defined benefit plan upon

re-measurement

2. Enjoyable shares in other

comprehensive incomes in investees

that cannot be reclassified into gains

and losses under the equity method

(II) Other comprehensive incomes that

will be reclassified into gains and losses 59,392,364

1. Enjoyable shares in other

comprehensive incomes in investees

that will be reclassified into gains and

losses under the equity method

2. Gains and losses on fair value

changes of available-for-sale financial

assets

59,392,364

3. Gains and losses on reclassifying

held-to-maturity investments into

available-for-sale financial assets

4. Effective hedging gains and losses on

cash flows

5. Foreign-currency financial statement

translation difference

6. Other

VI. Total comprehensive incomes 223,327,320 52,354,962

VII. Earnings per share

(I) Basic earnings per share

(II) Diluted earnings per share

5. Consolidated Cash Flow Statement

Unit: RMB

Items Balance of this period Balance of last period

I. Net cash flow from business

operation

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Cash received from sales of products

and providing of services 2,229,364,142 1,638,344,300

Net increase of customer deposits and

capital kept for brother company

Net increase of loans from central bank

Net increase of inter-bank loans from

other financial bodies

Cash received against original

insurance contract

Net cash received from reinsurance

business

Net increase of client deposit and

investment

Net increase of disposal of financial

assets measured at fair value of which

changes are recorded into current gains

and losses

Cash received as interest, processing

fee, and commission

Net increase of inter-bank fund

received

Net increase of repurchasing business

Tax returned 28,911,814 2,825,244

Other cash received from business

operation 22,694,131 14,219,488

Sub-total of cash inflow from business

activities 2,280,970,087 1,655,389,032

Cash paid for purchasing of

merchandise and services 1,388,087,175 1,137,589,502

Net increase of client trade and

advance

Net increase of savings in central bank

and brother company

Cash paid for original contract claim

Cash paid for interest, processing fee

and commission

Cash paid for policy dividend

Cash paid to staffs or paid for staffs 297,229,533 258,205,741

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Taxes paid 153,311,525 111,806,996

Other cash paid for business activities 122,426,530 110,048,388

Sub-total of cash outflow from

business activities 1,961,054,763 1,617,650,627

Cash flow generated by business

operation, net 319,915,324 37,738,405

II. Cash flow generated by investing

Cash received from investment

retrieving 91,792,420

Cash received as investment profit

Net cash retrieved from disposal of

fixed assets, intangible assets, and

other long-term assets

349,679 2,654,139

Net cash received from disposal of

subsidiaries or other operational units

Other investment-related cash received 7,932,500 1,832,684

Sub-total of cash inflow due to

investment activities 8,282,179 96,279,243

Cash paid for construction of fixed

assets, intangible assets and other

long-term assets

261,541,527 320,005,251

Cash paid as investment 4,250,000

Net increase of loan against pledge

Net cash received from subsidiaries

and other operational units

Other cash paid for investment

activities 26,209,845 672,760

Sub-total of cash outflow due to

investment activities 292,001,372 320,678,011

Net cash flow generated by investment -283,719,193 -224,398,768

III. Cash flow generated by financing

Cash received as investment

Incl. Cash received as investment from

minor shareholders

Cash received as loans 1,510,000,000 1,053,352,855

Cash received from bond placing

Other financing-related cash received 4,673,351

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Subtotal of cash inflow from financing

activities 1,514,673,351 1,053,352,855

Cash to repay debts 1,792,807,487 839,142,536

Cash paid as dividend, profit, or

interests 35,300,685 48,991,916

Incl. Dividend and profit paid by

subsidiaries to minor shareholders

Other cash paid for financing activities 52,390,268 92,208

Subtotal of cash outflow due to

financing activities 1,880,498,440 888,226,660

Net cash flow generated by financing -365,825,089 165,126,195

IV. Influence of exchange rate

alternation on cash and cash

equivalents

-617,441 -1,248,106

V. Net increase of cash and cash

equivalents -330,246,399 -22,782,274

Plus: Balance of cash and cash

equivalents at the beginning of term 574,744,877 156,838,261

VI. Balance of cash and cash

equivalents at the end of term 244,498,478 134,055,987

6. Cash Flow Statement of the Parent Company

Unit: RMB

Items Balance of this period Balance of last period

I. Net cash flow from business

operation

Cash received from sales of products

and providing of services

Tax returned

Other cash received from business

operation 1,780,456 943,126

Sub-total of cash inflow from business

activities 1,780,456 943,126

Cash paid for purchasing of

merchandise and services

Cash paid to staffs or paid for staffs 41,544,408 45,642,137

Taxes paid 28,561,794 69,646

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Other cash paid for business activities 2,185,694 1,490,598

Sub-total of cash outflow from

business activities 72,291,896 47,202,381

Cash flow generated by business

operation, net -70,511,440 -46,259,255

II. Cash flow generated by investing

Cash received from investment

retrieving 83,721,977

Cash received as investment profit 216,000,000 2,970,186

Net cash retrieved from disposal of

fixed assets, intangible assets, and

other long-term assets

Net cash received from disposal of

subsidiaries or other operational units 1,800

Other investment-related cash received

Sub-total of cash inflow due to

investment activities 216,001,800 86,692,163

Cash paid for construction of fixed

assets, intangible assets and other

long-term assets

2,779 207,220

Cash paid as investment 791,650

Net cash received from subsidiaries

and other operational units

Other cash paid for investment

activities 20,000

Sub-total of cash outflow due to

investment activities 2,779 1,018,870

Net cash flow generated by investment 215,999,021 85,673,293

III. Cash flow generated by financing

Cash received as investment

Cash received as loans 1,510,000,000 859,296,702

Cash received from bond placing

Other financing-related cash received

Subtotal of cash inflow from financing

activities 1,510,000,000 859,296,702

Cash to repay debts 1,608,000,000 744,796,702

Cash paid as dividend, profit, or 20,353,809 32,690,865

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interests

Other cash paid for financing activities 300,158,056 128,891,119

Subtotal of cash outflow due to

financing activities 1,928,511,865 906,378,686

Net cash flow generated by financing -418,511,865 -47,081,984

IV. Influence of exchange rate

alternation on cash and cash

equivalents

-34,496 -16,868

V. Net increase of cash and cash

equivalents -273,058,780 -7,684,814

Plus: Balance of cash and cash

equivalents at the beginning of term 394,606,753 67,898,286

VI. Balance of cash and cash

equivalents at the end of term 121,547,973 60,213,472

II. Report of the Auditors

Whether the First Quarter Report has been audited or not

□ Yes √ No

The First Quarter Report hasn’t been audited.

Board of Directors of

CSG Holding Co., Ltd.

25 April 2016